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Item 7.01
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Regulation FD Disclosures.
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On April 30, 2020 and in connection with the Agreement and Plan of Merger, dated as of January 10, 2020, by and among WESCO International, Inc., Warrior Merger Sub, Inc., and Anixter International Inc. (the “Merger”), WESCO Distribution, Inc. (“WESCO”), a wholly owned subsidiary of WESCO International, Inc., launched offers to purchase for cash any and all of Anixter Inc.’s (“Anixter”), a wholly owned subsidiary of Anixter International Inc., outstanding 5.50% Senior Notes due 2023 (the “2023 Notes”) and any and all of Anixter Inc.’s outstanding 6.00% Senior Notes due 2025 (the “2025 Notes,” and together with the 2023 Notes, the “Notes,” and each series of the Notes, a “Series”). The offer for the 2023 Notes and the offer for the 2025 Notes are collectively referred to as the “Offers.”
In connection with the Offers and with respect to each Series of Notes, registered holders (the “Holders”) of such Notes who tendered will be deemed to have consented to amend the applicable indenture establishing the 2023 Notes and 2025 Notes (each, the “Indenture”) to (i) eliminate substantially all of the restrictive covenants, eliminate certain “Events of Default” and eliminate any requirement to make a change of control offer, in each case in the applicable Indenture, as set forth in the Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”) (the “Offer Exit Proposed Amendments”) and (ii) the Change of Control Proposed Amendments (as defined below).
Simultaneously and in connection with the Merger, Anixter launched consent solicitations with respect to each Series of Notes (the “Anixter Consent Solicitations”) to amend the definition of “Change of Control” under the applicable Indenture to exclude the Merger and related transactions and expressly permit a merger between Anixter International, Inc. and Anixter in which Anixter survives (the “Change of Control Proposed Amendments”).
The Offer to Purchase describes the circumstances in which consents for the Change of Control Proposed Amendments for any Series of Notes deemed to be delivered in respect of Notes validly tendered and not validly withdrawn pursuant to either Offer may be aggregated with consents delivered in the applicable Anixter Consent Solicitation to determine whether the applicable supplemental indenture can be executed.
With regards to any Notes, a Holder may participate in either the Offer made by WESCO or the Anixter Consent Solicitation made by Anixter but not both.
On April 30, 2020, WESCO International, Inc. and Anixter International, Inc. issued a joint press release announcing the Offers and Anixter Consent Solicitations. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference herein.
This information that is furnished shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information and exhibit in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits:
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Exhibit No.
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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This information that is furnished in Exhibit No. 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section.